News & Analysis as of

Contract Disputes Shareholder Litigation

Patterson Belknap Webb & Tyler LLP

Justices to Consider Whether Section 47(b) of the Investment Company Act Creates a Federal Cause of Action

In its October 2025 Term, the Supreme Court will decide whether Section 47(b) of the Investment Company Act of 1940 (“ICA”) creates a federal cause of action for private plaintiffs seeking rescission of contracts that are...more

BCLP

HK Court Confirms Jurisdiction of Arbitral Tribunal in Cayman-Related Dispute

BCLP on

In PI 1 and PI 2 v MR, the Hong Kong Court of First Instance (“Court”) dismissed the plaintiffs’ application to set aside an arbitral tribunal’s decision that it did have jurisdiction to hear a dispute. It is noteworthy that...more

Morris James LLP

Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

Morris James LLP on

Terrell v. Kiromic Biopharma, Inc., No. 131, 2024 (Del. Jan. 21, 2025) - In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of...more

Farrell Fritz, P.C.

Retirement of Working Owners of Closely Held Business Entities: What’s Your Plan?

Farrell Fritz, P.C. on

It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most instances the working owners realize the financial benefits of ownership primarily in the form...more

Bradley Arant Boult Cummings LLP

Weathering the Business Divorce Storm: Charting Safe Passage for Both Sides of the Transaction

Business divorces often involve turbulence as business partners go through this process. But partners who plan ahead can navigate through their business divorce to avoid capsizing the company or frustrating their personal...more

Opportune LLP

Litigation Trends: Navigating Legal Risks for Midstream Oil & Gas

Opportune LLP on

The midstream oil and gas industry, a vital artery of the energy sector encompassing crucial transportation and storage infrastructure, operates within a highly competitive and intensely scrutinized market. Beyond the usual...more

Winstead PC

Texas Supreme Court To Review Whether A Corporate Trust’s Shareholder Has Standing To Sue On Behalf Of The Trust

Winstead PC on

The Supreme Court granted oral argument in In re UMTH Gen. Servs., L.P., 2023 WL 8291829 (Tex. App.—Dallas 2023), wherein a real estate investment trust entered into an advisory agreement with an entity and gave it authority...more

White & Case LLP

2024 Half-year in review – M&A legal and market developments

White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

A&O Shearman on

The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Zuckerman Spaeder LLP

Segway Competitor Rolls Away from Former CEO’s Attempt to Force Arbitration

Zuckerman Spaeder LLP on

A party seeking to enforce a contract has to show mutual assent, also referred to as “a meeting of the minds.” In other words, both parties actually have to agree on the same thing. If the parties don’t agree, then a contract...more

Morris James LLP

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

Morris James LLP on

When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more

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